Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exh

Item 1.01 Entry into a Material Definitive Agreement

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws, including statements regarding the
expected timing of the completion of the offering described herein. These
statements reflect the registrant's current views with respect to future events
and are based on management's current assumptions and information currently
available. Actual results may differ materially due to numerous factors
including, without limitation, risks associated with market and economic
conditions and the satisfaction of applicable closing conditions. The registrant
undertakes no obligation to update any forward-looking statements contained
herein.

On November 28, 2012, Alere Inc. (the "Company") entered into a purchase
agreement (the "Purchase Agreement") with the Subsidiary Guarantors (as defined
below) and Jefferies & Company, Inc., Goldman, Sachs & Co. and Credit Suisse
Securities (USA) LLC, as representatives of the several initial purchasers named
in the Purchase Agreement (the "Initial Purchasers"), pursuant to which the
Company has agreed to issue $450.0 million aggregate principal amount of 7.250%
senior notes due 2018 (the "Notes"), subject to customary closing
conditions. The Purchase Agreement contemplates the offer and sale of the Notes
to the Initial Purchasers in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities
Act"). The Initial Purchasers have agreed to resell the Notes issued pursuant to
the Purchase Agreement only to qualified institutional buyers in reliance on
Rule 144A under the Securities Act and to persons outside the United States in
reliance on Regulation S under the Securities Act. The Company expects to issue
the Notes on or about December 11, 2012.

Following their issuance, the Notes will bear interest at a rate of 7.250% per
year, payable semi-annually on June 15 and December 15 of each year, beginning
on June 15, 2013, and will mature on July 1, 2018 unless earlier redeemed. The
Company expects to receive net proceeds, after the Initial Purchasers' discount
and estimated offering expenses, of approximately $442.5 million. In the
Purchase Agreement, the Company agreed to indemnify the Initial Purchasers
against certain liabilities in connection with the offering of the Notes,
including civil liabilities under the Securities Act, and to contribute to
payments the Initial Purchasers may be required to make with respect to those
liabilities.

The Notes are expected to be issued under the Indenture dated as of August 11,
2009 (the "Base Indenture") between the Company, as issuer, and The Bank of New
York Mellon Trust Company, N.A., as trustee, as shall be amended and
supplemented by a supplemental indenture among the Company, as issuer, the
Subsidiary Guarantors, as guarantors, and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "Supplemental Indenture" and, together with the
Base Indenture, the "Indenture") dated as of the date of closing.

Following their issuance, the Notes will be the Company's senior unsecured
obligations and will be equal in right of payment to all of the Company's
existing and future senior debt, and the Company's obligations under the Notes
and the Indenture will be fully and unconditionally guaranteed, jointly and
severally, on a senior unsecured basis by certain of the Company's domestic
subsidiaries as provided in the Indenture (the "Subsidiary Guarantors"), and the
Subsidiary Guarantors' obligations under such guarantees will be equal in right
of payment to all of their existing and future senior debt.

Following the issuance of the Notes, the Company may, at its option, redeem the
Notes, in whole or part, at any time (which may be more than once) on or after
December 15, 2015, by paying the principal amount of the Notes being redeemed
plus a declining premium, plus accrued and unpaid interest to (but excluding)
the redemption date. The premium declines from 3.625% during the twelve months
on and after December 15, 2015 to 1.813% during the twelve months on and after
December 15, 2016 to zero on and after June 15, 2017.

Following the issuance of the Notes, the Company may, at its option, at any time
(which may be more than once) prior to December 15, 2015, redeem up to 35% of
the aggregate principal amount of the Notes with money that it raises in certain
qualifying equity offerings, so long as:

• the Company pays 107.250% of the principal amount of the Notes being
redeemed, plus accrued and unpaid interest to (but excluding) the
redemption date;

• the Company redeems the Notes within 90 days of completing such equity
offering; and

• at least 65% of the aggregate principal amount of the Notes remains
outstanding afterwards.

Following the issuance of the Notes, the Company may, at its option, at any time
(which may be more than once) prior to December 15, 2015, redeem some or all of
the Notes by paying the principal amount of the Notes being redeemed plus the
payment of a make-whole premium, plus accrued and unpaid interest to (but
excluding) the redemption date.

If a change of control occurs following the issuance of the Notes, subject to
specified conditions, the Company must give holders of the Notes an opportunity
to sell the Notes to it at a purchase price of 101% of the principal amount of
the Notes, plus accrued and unpaid interest to (but excluding) the date of the
purchase.

If the Company or its subsidiaries engage in asset sales following the issuance
of the Notes, they generally must either invest the net cash proceeds from such
sales in their businesses within a specified period of time, repay senior
indebtedness or make an offer to purchase a principal amount of the Notes equal
to the excess net cash proceeds, subject to certain exceptions. The purchase
price of the Notes will be 100% of their principal amount, plus accrued and
unpaid interest.

The Indenture will provide that the Company and its subsidiaries must comply
with various customary covenants. The covenants under the Indenture will limit,
among other things, the ability of the Company and its subsidiaries to:

• incur additional debt;

• pay dividends on their capital stock or redeem, repurchase or retire their
capital stock or subordinated debt;

• make certain investments;

• create liens on their assets;

• transfer or sell assets;

• engage in transactions with their affiliates;

• create restrictions on the ability of their subsidiaries to pay dividends
or make loans, asset transfers or other payments to the Company and its
subsidiaries;

• issue capital stock of their subsidiaries;

• engage in any business, other than their existing businesses and related
businesses;

• enter into sale and leaseback transactions;

• incur layered indebtedness; and

• consolidate, merge or transfer all or substantially all of the assets of
the Company or the Company and its subsidiaries (taken as a whole).

These covenants are subject to important exceptions and qualifications, which
will be set forth in the Indenture. At any time that the Notes are rated
investment-grade, and subject to certain conditions, certain covenants will be
suspended with respect to the Notes.

In connection with the issuance and sale of the Notes, the Company and the
Subsidiary Guarantors will enter into a Registration Rights Agreement (the
"Registration Rights Agreement") with the Initial Purchasers. Pursuant to the
Registration Rights Agreement, the Company and the Subsidiary Guarantors will
agree to file a registration statement with the Securities and Exchange
Commission so that holders of the Notes can exchange the Notes for registered
notes that have substantially identical terms as the Notes. In addition, the
Company and the Subsidiary Guarantors will agree pursuant to the Registration
Rights Agreement to exchange the guarantees related to the Notes for registered
guarantees having substantially the same terms as the original
guarantees. Pursuant to the Registration Rights Agreement, the Company and the
Subsidiary Guarantors will agree to use commercially reasonable efforts to cause
the exchange offer to be completed within 270 days after the issuance of the
Notes. In the event that the Company and the Subsidiary Guarantors fail to
comply with their registration obligations within the specified time periods,
they will be required to pay additional interest on the Notes until such time
that they cure such registration defaults or the Notes become freely tradeable.

A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

Item 8.01 Other Events.

On November 29, 2012, the Company issued a press release regarding the pricing
of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.